UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JULY 20, 2004
NAVARRE CORPORATION
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(Exact name of Registrant as specified in its charter)
MINNESOTA 0-22982 41-1704319
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7400 49TH AVENUE NORTH, NEW HOPE, MN 55428
(Address of principal executive offices)
Registrant's telephone number, including area code: (763) 535-8333
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On July 19, 2004, Navarre Corporation (the "Registrant") dismissed
Ernst & Young LLP ("E&Y") as the Registrant's independent auditors. On July 19,
2004, the Registrant engaged Grant Thornton LLP as its successor independent
audit firm. The Registrant's dismissal of E&Y and engagement of Grant Thornton
LLP was approved by the Registrant's Audit Committee on July 19, 2004.
E&Y served as the Registrant's independent accountants to audit the
Registrant's two most recent fiscal year ends. E&Y's reports on the Registrant's
financial statements for each of those years (fiscal years ended March 31, 2003
and 2004) did not contain an adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Registrant's two most recent fiscal year ends (fiscal years
ended March 31, 2003 and 2004) there were no disagreements with E&Y on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of E&Y, would have caused them to make reference thereto in their
report on the financial statements for such years.
The Registrant has provided E&Y with a copy of the above disclosures in
response to Item 304(a) of Regulation S-K in conjunction with filing of this
Form 8-K. The Registrant has requested that E&Y deliver to the Registrant a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made by the Registrant in response to Item 304(a) of
Regulation S-K, and if not, stating the respects in which it does not agree.
E&Y's letter is filed herewith as Exhibit 16. A copy of the press
release announcing the dismissal of E&Y and the engagement of Grant Thornton LLP
is incorporated herein and attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Number Description
16 Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated July 20, 2004.
99.1 Press Release dated July 20, 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NAVARRE CORPORATION
By: /s/ Eric H. Paulson
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Eric H. Paulson
Chairman of the Board, President and
Chief Executive Officer
Dated: July 20, 2004
EXHIBIT INDEX
Exhibit No. 16 Letter from Ernst & Young LLP dated July 20, 2004.
Exhibit No. 99.1 Press Release dated July 20, 2004.